Acceptance of conditional shares in terms of the Rolfes Holdings Limited Conditional Share Plan ROLFES HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2000/002715/06) Share Code: RLF & ISIN: ZAE000159836 ("Rolfes" or "the Company") ACCEPTANCE OF CONDITIONAL SHARES IN TERMS OF THE ROLFES HOLDINGS LIMITED CONDITIONAL SHARE PLAN Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited on 10 April 2017, for the results of the General Meeting where shareholders approved the Rolfes Holdings Limited Conditional Share Plan (“CSP”). In the above regard and in compliance with paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, notification is hereby given that the following directors of the Company and directors of major subsidiaries of the Company have accepted a conditional right to Rolfes Holdings Limited Shares issued in terms of the CSP. These CSP awards are subject to performance criteria and vest as follows: - 100% of award to vest in full after 3 financial years, subject to retention criteria. - All CSP awards have a strike price of R Nil and a notional value of R 2,56 per security. Clearances in terms of the JSE Limited Listings Requirements were obtained. Name of director R M Buttle Name of company Rolfes Holdings Limited Date transaction was effected 21 February 2018 Class of security CSP awards in respect of ordinary shares Number of CSP awards 500 000 Total value R1 280 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director A P Broodryk Name of company Rolfes Holdings Limited Date transaction was effected 21 February 2018 Class of security CSP awards in respect of ordinary shares Number of CSP awards 450 000 Total value R1 152 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director C H Taylor Name of company Chairman - Bragan Chemicals Proprietary Limited Date transaction was effected 21 February 2018 Class of security CSP awards in respect of ordinary shares Number of CSP awards 450 000 Total value R1 152 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director N R Bevis Name of company Bragan Chemicals Proprietary Limited Date transaction was effected 21 February 2018 Class of security CSP awards in respect of ordinary shares Number of CSP awards 350 000 Total value R 896 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director G J Badenhorst Name of company Rolfes Agri Proprietary Limited Date transaction was effected 21 February 2018 Class of security CSP awards in respect of ordinary shares Number of CSP awards 250 000 Total value R 640 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director L C Govender Name of company Rolfes Chemicals Proprietary Limited Date transaction was effected 21 February 2018 Class of security CSP awards in respect of ordinary shares Number of CSP awards 250 000 Total value R 640 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director Q T Marais Name of company Rolfes Chemicals Proprietary Limited Date transaction was effected 21 February 2018 Class of security CSP awards in respect of ordinary shares Number of CSP awards 250 000 Total value R 640 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director A C Opperman Name of company Rolfes Water Proprietary Limited Date transaction was effected 21 February 2018 Class of security CSP awards in respect of ordinary shares Number of CSP awards 250 000 Total value R 640 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Johannesburg 23 February 2018 Sponsor: Grindrod Bank Limited Investor relations: Singular Systems Date: 23/02/2018 02:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.